NewtekOne Inc. 8.625% Fixed Rate Senior Notes due 2029 filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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(212 ) 356-9500
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Item 1.01. Entry into a Material Definitive Agreement.
On June 6, 2025, NewtekOne, Inc., a Maryland corporation (the “Company”) entered into an Amended and Restated Equity Distribution Agreement (the “Amended and Restated Equity Distribution Agreement”), by and among the Company and the several Placement Agents (as defined below). The Amended and Restated Equity Distribution Agreement amends and restates the Equity Distribution Agreement dated November 17, 2023, entered into by and among the Company and Keefe, Bruyette & Woods, Inc., B. Riley Securities, Inc., Compass Point Research & Trading, LLC, Ladenburg Thalmann & Co. Inc., Raymond James & Associates, Inc. and UBS Securities LLC (the “Original Placement Agents”) relating to the offer and sale of up to 3,000,000 shares of the Company’s common stock, par value $0.02 per share (the “Common Stock”) in order to increase the number of shares subject to offer and sale pursuant to the Amended and Restated Equity Distribution Agreement (inclusive of the 1,100,000 shares of Common Stock previously sold under the 2023 Equity Distribution Agreement) from 3,000,000 to 5,000,000 (the “Shares”) and to add Cantor Fitzgerald & Co., H.C. Wainwright & Co., LLC, Lucid Capital Markets, LLC, Roth Capital Partners, LLC and Hovde Group, LLC as additional placement agents (such additional placement agents together with the Original Placement Agents, the “Placement Agents”).
Pursuant to the Amended and Restated Equity Distribution Agreement, the Company may offer and sell the Shares from time to time through the Placement Agents acting as the Company’s sales agents in “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on or through the Nasdaq Global Market® or any other existing trading market in the United States for the Common Stock, sales made to or through a market maker and/or in any other method permitted by law, including in privately negotiated transactions.
The foregoing description of the Amended and Restated Equity Distribution Agreement is not complete and is qualified in its entirety by reference to the full text of the Amended and Restated Equity Distribution Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the opinion of Robert Fraley, Senior Counsel of the Company, relating to the legality of the issuance and sale of the Shares to be sold pursuant to the prospectus supplement, dated November 17, 2023, as amended by Amendment No. 1 thereto dated June 6, 2025 (the “Prospectus Supplement”), is filed as Exhibit 5.1 hereto.
The Shares, if any, will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-269452) and the Prospectus Supplement, as further amended or supplemented from time to time.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NEWTEKONE, INC. | ||||||||
| Date: June 6, 2025 | By: | /S/ BARRY SLOANE | ||||||
| Barry Sloane | ||||||||
| Chief Executive Officer, President and Chairman of the Board | ||||||||